These Terms, when confirmed by the completion of a License Agreement, constitute the entire agreement of the parties regarding subscriptions to ACLS Humanities E-Book (HEB).

Individual Users

Access to and use of HEB is provided by paid subscription through a non-exclusive license and provides for access and use by Authorized Individual Users (Users). “Authorized Individual Users” means persons who are dues paying members in good standing of any constituent ACLS learned society and who have paid an annual subscription fee for access to the collection.

Use of HEB

It is understood that the purpose of ACLS is to provide scholarly and educational access to such books by Authorized Individual Users. Accordingly, Users may not utilize HEB for commercial purposes, including but not limited to the sale of Materials, fee-for-service use, or bulk reproduction or distribution of Materials in any form.

Under no circumstances may Users (a) remove, obscure, or modify any copyright or other notices included in HEB or the Materials; or (b) use Materials in a manner that would infringe the copyright therein. Fair-use rights and restrictions apply to printing and downloading.

In the event of any unauthorized use of HEB by an Authorized Individual User, ACLS may suspend or terminate such Authorized Individual User’s access to HEB.

Delivery, Support

ACLS shall make HEB available online to User within ten (10) days of the date on which the subscription process is completed.

Individual User access to HEB shall be controlled by ACLS through the use of passwords.

Support will begin with the completion of the subscription process. Support will be available by e-mail (subscriptions@hebook.org), phone (646-485-5948), or fax (212-949-8058) for feedback, problem-solving, or general questions.

Continuing support will include:

Troubleshooting to find solutions to individual problems

Regular system and project updates via e-mail

Maintenance of help files and user documentation online

User is responsible for establishing and maintaining hardware and Internet access to provide access to, and to transmit, HEB. User understands that Internet browser software is required to access HEB.

Term and Termination

The Term of each subscription shall continue in effect for one (1) year from the first day of access.

If ACLS believes that User has exceeded the scope of the License, ACLS may terminate the License Agreement on sixty (60) days’ written notice if, in ACLS’s reasonable opinion, the cumulative effect of violations of User Rules by Authorized Individual Users justifies such termination.

Upon termination of the License Agreement all online access to HEB by Authorized Individual Users shall be terminated.

Fees and Payments

User shall be responsible for all costs associated with establishing access to HEB, including but not limited to any telecommunications or other charges imposed by carriers, proprietary network operators and Internet access providers, or licenses for browser software, if any. User shall also be responsible for all costs associated with any possible single-page/screen printing from HEB, and for any taxes relating to Users’ use of HEB.

Proprietary Rights

User hereby recognizes and agrees that HEB and all intellectual property are proprietary to ACLS, subject to the rights of third parties therein. User hereby warrants that it will not, during the term of the License Agreement or any time therafter, attach, dispute, or contest, directly or indirectly, ACLS’s right and title in and to HEB, nor assist or aid others to do so.

Representations and Warranties

HEB has been developed and is maintained with reasonable professional care. ACLS shall use reasonable efforts to provide continuous availability of HEB online subject to periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of books as they become available, and downtime related to equipment or services outside the control of ACLS, including public or private telecommunications services or internet nodes or facilities.

ACLS represents and warrants that use of HEB by Authorized Individual Users in accordance with these terms shall not infringe the copyright of any third party. The foregoing shall not apply, however, to modifications or derivative works of HEB created by User or by any third party, nor to improper usage of HEB by Authorized Individual Users. Subject to constraints imposed by or in agreement with the publishers or other copyright holders of the books included in HEB, ACLS shall use reasonable efforts to ensure that the books contained in HEB are either complete and faithful replications of the print versions or digital enhancements of such books or are completely new and original electronic books. ACLS makes no representation or warranty, however, and expressly disclaims any liability with respect to the content of any Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Notwithstanding the foregoing, User agrees to notify ACLS of any infringement, libel, or other claim pertaining to any Materials of which User becomes aware. Upon such notification or if ACLS learns of such a claim from another source, ACLS may remove such Materials from HEB pending the resolution of such claim.

OTHER THAN THE EXPRESS WARRANTIES STATED IN THIS SECTION, HEB IS PROVIDED ON AN “AS IS” BASIS, AND ACLS DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL OR WRITTEN), RELATING TO HEB OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, COMPATIBILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACLS MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORK TIME BOMB, LOGIC BOMB OR OTHER SUCH COMPUTER PROGRAM. ACLS FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO AUTHORIZED USERS, OR TO ANY THIRD PARTY.

ACLS shall not be liable for any loss, injury, claim, liability or damage of any kind resulting from the unavailability of HEB, interruption of the services provided hereunder, or arising out of or in connection with User’s use of Materials. If HEB fails to operate in conformance with these Terms, User shall immediately notify ACLS, and ACLS’s sole obligation shall be to repair the nonconformity. In no event shall ACLS’s liability exceed the fees paid to ACLS by User. Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, even if advised of the possibility of a claim.

Notices

All notices given pursuant to the License Agreement shall be in writing and may be delivered by hand or by overnight carrier, or shall be deemed received within five (5) business days after mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, confirmation copies must be sent as specified above. Either party may from time to time change its Notice Address by written notice to the other party.

Miscellaneous

These Terms, when confirmed by the completion of the License Agreement, constitute the entire agreement of the parties. No modification or claimed waiver of any provision of these Terms shall be valid except by written amendment signed by authorized representatives of ACLS and User.

Any amendments may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one agreement.

Nothing contained herein shall be deemed to create an agency, joint venture, or partnership relationship between the parties.

Waiver of any provision herein shall not be deemed to be a waiver of any other provision herein, nor shall waiver of any breach of the License Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this License Agreement.

If any provision or provisions of these Terms shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Neither party may assign or transfer, directly or indirectly, all or part of its rights or obligations under the License Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.

The License Agreement shall be governed and construed according to the laws of the State of New York applicable to contracts made and fully performed within that State. Exclusive jurisdiction of all disputes hereunder shall lie in the federal and state courts sitting in New York County, New York, to whose jurisdiction the parties submit.